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Founders Shares Agreement
"I need a Founders Shares Agreement for our Indonesian technology startup with three co-founders, where two founders will be actively involved in management and one will be a silent partner, with a 4-year vesting schedule starting January 2025."
1. Parties: Identification of all founding members and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Ownership: Details of initial shareholding structure and capital contributions
5. Vesting Provisions: Terms of share vesting schedule and conditions
6. Founders' Commitments: Full-time commitment requirements, non-compete, and exclusivity obligations
7. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
8. Management and Voting: Decision-making rights and voting thresholds for key decisions
9. Intellectual Property Rights: Assignment and protection of company IP
10. Confidentiality: Protection of company and founder confidential information
11. Termination: Circumstances for agreement termination and consequences
12. Dispute Resolution: Process for resolving disputes under Indonesian law
13. General Provisions: Miscellaneous legal provisions including governing law and notices
1. Tag-Along Rights: Include when founders want protection to sell shares alongside other founders
2. Drag-Along Rights: Include when majority shareholders want right to force minority holders to join in sale
3. Anti-Dilution Protection: Include when founders want protection against future dilution
4. Death and Incapacity: Include specific provisions for handling shares in case of founder death or incapacity
5. Foreign Ownership Provisions: Include when any founders are non-Indonesian nationals
6. IPO Provisions: Include when there's a potential for future public listing
7. Founder Employment Terms: Include when founders will also serve as executives
8. Special Voting Rights: Include when certain founders need special voting or veto rights
1. Schedule 1: Cap Table: Detailed breakdown of shareholding structure and ownership percentages
2. Schedule 2: Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Company IP: List of existing intellectual property being transferred to company
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A: Share Certificate Form: Template for share certificates compliant with Indonesian law
7. Appendix B: Board Resolutions: Template for required board resolutions
8. Appendix C: Power of Attorney: Standard form for share transfer exercises
Authors
Articles of Association
Bad Leaver
Board of Commissioners
Board of Directors
Business Day
Business Plan
Company
Completion
Confidential Information
Deed of Adherence
Encumbrance
Fair Market Value
Financial Year
Founder Shares
Founders
General Meeting of Shareholders
Good Leaver
Intellectual Property Rights
Law
Material Contract
MOLHR
OJK
Ordinary Shares
PT
Related Party
Reserved Matters
Share Capital
Shareholders
Shares
Tag-Along Right
Transfer
Drag-Along Right
Vesting Date
Vesting Period
Vesting Schedule
Working Hours
Share Capital and Issuance
Share Vesting
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Founder Commitments
Good/Bad Leaver Provisions
Share Valuation
Exit Rights
Death and Incapacity
Dispute Resolution
Governing Law
Termination
Assignment
Notices
Entire Agreement
Severability
Further Assurance
Costs
Force Majeure
Amendments
Counterparts
Technology
E-commerce
Financial Services
Healthcare
Education
Manufacturing
Professional Services
Retail
Media & Entertainment
Agriculture
Food & Beverage
Transportation & Logistics
Real Estate
Clean Energy
Consumer Services
Legal
Corporate Secretarial
Executive Leadership
Board of Directors
Compliance
Corporate Governance
Finance
Human Resources
Strategy
Administrative
Chief Executive Officer
Chief Operating Officer
Chief Technology Officer
Chief Financial Officer
Company Founder
Managing Director
Corporate Secretary
Legal Counsel
Compliance Officer
Board Member
Director
General Counsel
Investment Manager
Business Development Director
Strategic Planning Director
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Founders Shares Agreement
An Indonesian law-governed agreement establishing founding shareholders' rights, obligations, and ownership structure in a PT entity.
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Co Founder Vesting Agreement
An Indonesian law-governed agreement establishing share vesting arrangements between co-founders and their company, ensuring aligned long-term interests and commitment.
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